Core & Main, Inc. [•] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • January 3rd, 2022 • Core & Main, Inc. • Wholesale-durable goods, nec • New York
Certain stockholders of Core & Main, Inc., a Delaware corporation (the “Company”), listed in Schedule II hereto (the “Selling Stockholders”) propose severally, subject to the terms and conditions stated herein, to sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”). In addition, the Selling Stockholders propose severally, subject to the terms and conditions stated herein, to sell, at the option of the Underwriters, up to [•] additional shares of the Class A Common Stock (collectively, the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares.”
AMENDMENT TO THE EXCHANGE AGREEMENTExchange Agreement • January 3rd, 2022 • Core & Main, Inc. • Wholesale-durable goods, nec • Delaware
This AMENDMENT TO THE EXCHANGE AGREEMENT (this “Amendment”), dated as of January 3, 2022, is made by and among Core & Main, Inc., a Delaware corporation (“IPOco”), Core & Main Holdings, LP, a Delaware limited partnership (“Holdings”), and the holders of Partnership Interests (collectively, the “Parties”) (unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings assigned to such terms in the Agreement);
